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TALKTOMEDOC HOSPITAL SERVICES AGREEMENT

WHEREAS:

TalktomeDoc is a limited liability company registered under the laws of Nigeria, that provides an online application for the provision of medical and health services between doctors/physicians and patients.

TalktomeDoc contracts with certain healthcare providers and facilities to provide access to such healthcare services to patients registered on its online application.

Hospital provides health care services to patients within the scope of its accreditation.

TalktomeDoc and Hospital mutually desire to enter into an arrangement whereby Hospital will become a participating provider and render health care services to TalktomeDoc’s online patients/customers.

NOW THEREFORE in consideration of the foregoing and of the mutual covenants, promises and undertakings herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree AS FOLLOWS:

DEFINITION

When used in this Agreement, the underlined terms shall have the following meanings:

Confidential Information: any information that identifies a member and is related to the member’s participation under the platform, the member’s physical or mental health or condition, the provision of healthcare to the member or payment for the provision of health care to the patient. Confidential information includes TalktomeDoc’s business plans, projections and strategies etc.

Covered Services: those health care services for which a member is entitled to receive coverage under the terms and conditions of a Plan. The parties agree that TalktomeDoc is obligated to pay for only those Covered Services that are determined to be medically necessary, as determined in accordance with the member’s applicable Plan.

Emergency Services: Covered Services furnished by a qualified provider and necessary to evaluate or stabilize an emergency medical condition.

Hospital-based physician/doctor: any physician/doctor employed by a participating hospital to render Covered Services.

: an individual covered by or enrolled in TalktomeDoc’s online Plan. Also called customer or patient.

Participating Provider: any physician, doctor, pharmacy, hospital, diagnostic center or other entity or individual involved in the delivery of healthcare or ancillary services who or which has entered into and continues to have a current valid contract with TalktomeDoc to provide Covered Services to members.

NATURE AND SCOPE OF RELATIONSHIP

Neither TalktomeDoc nor Hospital is for any purpose, an agent, partner or employee of the other. This Agreement does not constitute a joint venture between the parties.

It is agreed that in rendering health care services pursuant to this Agreement, Hospital and its employees will, at all times, be an independent contractor to TalktomeDoc and its members.

SCOPE OF SERVICES

Hospital will render its health care services on a non-exclusive basis as per the terms hereof. It is agreed that Hospital is one of the hospitals along with its services and such services may at TalktomeDoc’s discretion be visible to all users on the platform.

OBLIGATIONS AND SERVICES OF HOSPITAL

Hospital agrees to make available and provide to members Covered Services including facilities, personnel and resources necessary to provide such Covered Services according to generally acceptable standards of hospital practice.

Hospital agrees to provide hospital services to members with the same degree of care and skill as customarily provided to hospital’s patients who are not members, according to generally accepted standard of practice; and to treat members and non-members equitable. Hospital agrees not to discriminate against members on the basis of ethnicity, gender, race, colour, age, religion, ancestry, creed, marital health status, genetic information, source of payment of services, cost or extent of Hospital services required, place of residence, nation of origin or any other ground prohibited by law

Hospital shall exclude any physician or other provider from performing services in connection with this Agreement if such provider has been suspended or terminated from participation from programs contemplated by this Agreement.

Hospital covenants and represents as applicable that :

It is, and will remain throughout the term of this Agreement accredited by the (HEALTH FACILITY MONITORING AND ACCREDITATION AGENCY.) (HEFAMAA) and/or other regulatory bodies.

It is, and will remain throughout the term of this Agreement, in compliance with all laws, rules and regulations related to this Agreement, and the services to be provided hereunder, including statute and regulations related to fraud, abuse, discrimination, disabilities, confidentiality, false claims and prohibition of kickbacks.

All hospital-based physicians are properly credentialed.

All ancillary health care personnel employed by, associated or contracted with Hospital who treat members are and will remain throughout the term of this Agreement appropriately licensed and/or certified and supervised, and qualified by education, training and experience to perform their professional duties, and/or will act within the scope of their licensure or certification.

It will maintain all appropriate licenses to perform its duties and obligations under this Agreement.

Hospital agrees that this Agreement has been executed by its duly authorized representatives.

Executing this Agreement and performing its obligations hereunder shall not cause Hospital to violate any covenant of any other agreement or arrangement now existing or hereinafter executed.

Hospital agrees to render to TalktomeDoc a monthly report of true and accurate number of referrals from TalktomeDoc.

Hospital covenants and undertakes to upload to TalktomeDoc’s platform monthly report of health care services rendered to each member.

Hospital agrees and undertakes to direct and make all drugs prescriptions to only pharmacies accredited on the platform (Participating Drug Provider).

Hospital covenants that it shall obtain from members to whom hospital services are provided, any necessary consent or authorizations to the release of Information and Records to TalktomeDoc in accordance with any applicable law, regulation or this Agreement.

Hospital shall not engage in activities that will cause TalktomeDoc to lose existing or potential members, including but not limited to, advising members who are registered with TalktomeDoc to cancel their relationship with TalktomeDoc. Hospital agrees that this obligation shall continue to be in effect for a period of one (1) year after the expiration or termination of this Agreement.

OBLIGATIONS OF TALKTOMEDOC

To provide and make available the online platform for service delivery.

TalktomeDoc will provide members/customers with a means to identify themselves to Hospital (e.g. ID cards), a listing of participating Providers, explanation of provider payments, and notification of material changes in these information.

TalktomeDoc agrees to include Hospital in the Participating Provider directory or directories for the Program, and shall make the said directories available to members. TalktomeDoc reserves the right to determine the content of provider directories.

TalktomeDoc represents and warrants that:

This Agreement has been executed by its duly authorized representatives; and

Executing this Agreement and performing its obligations hereunder shall not cause TalktomeDoc to violate any term or covenant of any other Agreement or arrangement now existing or hereafter executed.

PAYMENT TO TALKTOMEDOC

Parties agree that for referring members to Hospital, Hospital shall make an agreed payment to TalktomeDoc in the form of referral fees.

Referral payments to TalktomeDoc for a particular month shall be made in the first week of a new month.

For the purposes of payments, TalktomeDoc will prepare monthly invoice for the outgoing month between the 1st and 2nd day of the new month.

Payments shall be by cheque of electronic transfer.

Referral fee payable to TalktomeDoc per patient/customer shall be subject to revisions as may be determined by parties every year.

INFORMATION AND RECORDS

Hospital agrees that all member medical records and confidential information shall be treated as confidential and in accordance with applicable laws.

Hospital agrees that TalktomeDoc shall have access to all data and information obtained, created or collected by Hospital related to member and necessary to payment of claims including Confidential Information.

Hospital further agrees that members shall have access to their health information.

Each party agrees that the Proprietary Information of the other party is the exclusive property of such party and that each party has no right, title or interest in the same. Each party agree to keep the proprietary information or the contents of this Agreement strictly confidential and agrees not to disclose any proprietary information or the contents of this Agreement to any third party without the other party’s consent, except:

To government authorities having jurisdiction.

For purposes of advising members of potential treatment options and costs consistent with applicable laws.

Notwithstanding the foregoing, TalktomeDoc through its staff is encouraged to discuss Hospital’s provider payment methodology with members, including descriptions of the methodology under which the TalktomeDoc is paid.

INTELLECTUAL PROPERTY

The platform, website and other intellectual property rights and other materials on the platform/website, including the look and feel of the platform (collectively “Web Content”), are the exclusive intellectual property of TalktomeDoc and/or its affiliates. Any unauthorized reproduction, republication, distribution, display, transmission, sale or any other use and/or duplication of any material available on the platform or Web Content by Hospital or its affiliates, without express or written approval of TalktomeDoc is hereby prohibited and a violation shall give TalktomeDoc a right of action in law.

TERM AND TERMINATION

Term: This Agreement shall be effective for an initial term of one (1) year from the date of execution, and thereafter shall automatically renew for additional terms of one (1) year each, unless and until terminated in line with clause 7.0.

Termination without cause: This Agreement may be terminated by TalktomeDoc at any time without cause with at least thirty (30) days prior written notice to Hospital. Hospital may terminate this Agreement without cause at any time following the conclusion of the initial term with at least thirty (30) days prior written notice to TalktomeDoc.

Termination for Breach: This Agreement may be terminated at any time by either party upon at least seven (7) days prior written notice of such termination to the other party upon substantial breach by such party of one or more of its obligations hereunder, unless such breach is cured within seven (7) days of the notice of termination PROVIDED that if such substantial breach is capable of being cured within the seven (7) day period, any termination pursuant to clause 9 (c) will be ineffective for the period reasonable necessary to cure such breach if the breaching party has taken all steps reasonably capable of being performed within such seven (7) day period. Notwithstanding the foregoing, the effective date of such termination may be extended pursuant to clause 9 (d) herein.

In the event of any dispute between the parties in which a party has provided notice of termination under clause 9 (c) and the dispute is required to be resolved or pending in court pursuant to clause 8 below, the termination of this Agreement shall be stayed and the parties shall continue to perform under the terms of this Agreement until final resolution of the dispute.

DISPUTE RESOLUTION

TalktomeDoc shall provide a mechanism whereby Hospital may raise issues, concerns, controversies or claims regarding the obligations of the parties under this Agreement. Hospital shall exhaust this mechanism prior to instituting any legal proceeding.

Parties agree that any dispute that may arise between the parties shall not disrupt or interfere with the provision of services to members.

Where disputes arising under this Agreement are not resolved within thirty (30) days pursuant to clause 10 (a) above, any party can institute an action to resolve the same in a court of law.

TalktomeDoc and Hospital agree that any proceeding related to a dispute arising out of this Agreement shall be conducted solely between them. Neither party shall request nor consent to any request that their dispute be consolidated for any purpose, including any class action, with any other proceeding between such a party and any third party.

MISCELLANEOUS

Use of Name: Hospital consents to the use of Hospital’s name and other identifying and descriptive materials in TalktomeDoc’s directories and in other materials.

The Headings contained in this Agreement are included for purposes of convenience only, and shall not affect the meaning or interpretation of any of the terms or clauses of this Agreement.

This Agreement constitutes the entire understanding of the parties hereto and no changes, amendments or alterations shall be effective unless signed by both parties.

The waiver by either party of a breach or violation of any clause of this Agreement shall not operate as or be construed as a waiver of any subsequent breach hereof.

This Agreement is not exclusive, and nothing herein shall preclude either party from contracting with any other person or entity for any other purpose.

It is further understood and agreed by the parties that the terms and conditions of this Agreement, except as otherwise specified, are and shall remain confidential, and shall not be disclosed by either party without express written consent of the other party or as required by law or by governmental authorities or by express order by a court.

This Agreement shall be executed in two or three counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.